Regulations on unusual information disclosure for state-owned enterprises in Vietnam

Decree 47/ 2021/ND-CP detailed regulations and implementation guidance Law on Enterprise 2020 takes effect from April 1, 2021. In particular, regulations on unusual disclosure for State-owned enterprises in Vietnam are a notable point.

Regulations on unusual information disclosure for state-owned enterprises in Vietnam (Illustration)

1. Unusual Disclosure Occurrences in Vietnam

 According to the provisions of Article 24 of Decree 47/2021/ND-CP, when a state-owned enterprise encounters the conditions specified in Clause 1, Article 110 of the Enterprise Law, the enterprise must publish unusual information. The specific cases are as follows:

First, the company's account is blocked or allowed to work again after being blocked.

Second, to suspend part or all of business activities; the establishment license, establishment and operation license, operation license, or other license related to the company's operations has been revoked.

Third, amending and supplementing the contents of the Certificate of Business Registration, establishment license, establishment and operation license, operation license, or other license related to the company's operations

Fourth, change of members of the Members' Council, President of the company, Director, Deputy Director or General Director, Deputy General Director, Chief Accountant, Head of Finance and Accounting Department, Head of the Control Board or Surveyor

Fifth, there are disciplinary decisions, prosecutions, judgments, and decisions of the court against the manager of the enterprise.

Sixth, there is a conclusion by the inspection agency or the tax administration agency about the violation of the law by the enterprise.

Seventh is that there is a decision to change the independent auditing organization or to refuse to audit the financial statements.

Eighth, there is a decision on the establishment, dissolution, consolidation, merger, or transformation of subsidiaries, branches, or representative offices; whether to invest, reduce capital, or divest investments in other companies.

2. Where is the unusual information published in Vietnam?

 Enterprises must make announcements on websites and publications (if any) and publicly list them at the head office and business locations of the company; enterprise portal; and send the owner's representative agency about unusual information according to the provisions in Article 24 of Decree 47/2021/ND-CP.

3. Posting time limit for unusual information disclosure in Vietnam

 Within 36 hours from the date of the occurrence of one of the events specified in Clause 1, Article 110 of the Law on Enterprises, the enterprise must publish it on its website or publication (if any) and publicly post it at the head office, business location of the company, business portal, and send the owner representative agency about unusual information. This issue is specified in Article 24 of Decree 47/2021/ND-CP.

4. What unusual information is not required to be published in Vietnam?

 When the events specified in Clause 1, Article 110 of the Law on Enterprises occur, the state-owned enterprises must publish extraordinary information at the time prescribed by law. However, for contents that are important, related to or affect national secrets and security, or business secrets, enterprises shall report to the owner's representative agency to decide the contents that need to be restricted from information disclosure as prescribed in Clause 1, Article 25 of Decree 47/2021/ND-CP. Therefore, the owner's representative agency reviews, evaluates, and decides to limit the disclosure of important contents related to or affecting secrets and national security, as well as business secrets of the company and enterprises, and at the same time notifies the Ministry of Planning and Investment for monitoring and supervision.

5. Delayed disclosure of unusual information in Vietnam

 According to the provisions of Clause 1, Article 26 of Decree 47/2021/ND-CP, in case the disclosure of information cannot be done on time due to force majeure or requires the approval of the owner's representative agency, the owners of contents that need to be restricted from information disclosure shall report to the owner's representative agency on the suspension of information disclosure.

The owner's representative agency shall consider and decide on the suspension of information disclosure and notify in writing the Ministry of Planning and Investment.

An enterprise must announce on its website the suspension of information disclosure. At the same time, the enterprise must disclose information immediately after the force majeure event is overcome or after obtaining the owner's representative agency's opinion on the contents that need to be restricted from information disclosure.

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